Turning, Part 1
by Guardinthena
Summary: The Autobots...Megatron, will never fall! They were the last words Optimus Prime uttered before he died. A thousand years later the Autobots find themselves as slaves in Megatron's galactic empire except Pandora, formally Autobot Phage, who reflects...


Bio: "The Autobots...Megatron, will never fall!" They were the last words Optimus Prime uttered before he died. A thousand years later the Autobots find themselves slaves in Megatron's galactic empire except for Pandora, formally Autobot Phage, who reflects on the past and herself and realizes how empty she is.

Bio#2: "The Autobots...Megatron, will never fall!" They were the last words Optimus Prime uttered before he died. A thousand years later Decepticon captain Pandora, formally Autobot Phage, begins to wonder why she was spared slavehood unlike the rest of the Autobots in Megatron's spanning galactic empire.

Authors Note: I do not own Transformers© although the character Phage/Pandora, Bebop, and Junebug are mine. This is just a short 'what-if' story and has no connection to my other TF story called 'The Golden Hour.' This story is based on the idea if the Decepticons had defeated the Autobots and were succeeding in their goals to conquer the universe.

Rated Teen for sexual content, mention of rape, (but no actual raping) and crude language.

* * *

She laid down underneath the blaring light of Medbay, waiting patiently as the familiar large blue Transformer over her repaired her damaged circuitry and applied new armoring that the Constructicon's had had to fashion…or some other Decepticon that she didn't know. 

Soundwave moved in and out of the light as he worked, coming and going from his workbench to the femme on the table in his usual systematic silence.

She lay completely still, wondering as she did, as she lay staring up at nothing, not the light, or the purple ceiling tiles, or Soundwave's yellow visor when he came into view, but at nothing. She stared into space, into a time forgotten.

How had things come to this?

How did she ever fall so far?

…Or had she fallen at all?

She didn't try to focus on the pain that rippled across her body from the wound she had acquired in her latest battle, but she found her mind drifting to it, thinking back to the face of that determined organic alien creature as he shoved his spear right into her midsection. She could still hear his war cry of resolve, of bloodlust, of rage and indignation ringing in her audios as he dived upon her out from some rocks he'd been hiding behind. The strange, but beautiful grey-skinned alien, with features so familiar to her own race, not the Transformers, but the humans, the people she belonged to what seemed eons ago. Yes, the face was a bit more drawn, the forehead larger, the eyes wide and yellow, glowing like a dog's at night, and the bodies thin and frail, but they walked on two legs, had two arms, had flat faces…

Maybe they didn't look like humans at all, but they did remind her of her ancient, lost kin.

Soundwave turned away and missed the look of anguish that crossed the femme's face. A look that was gone long before he turned back around. Although he more than heard the sigh she uttered it was one that could have been misinterpreted as impatience. It wasn't that.

She was releasing the building pain, the growing sorrow that was quickly rising within her spark.

That alien with his white tribal markings and tattered clothing did not live long after he had run her through. The Decepticon unit she had been commanding didn't even get the chance to retaliate. She recalled quite vividly as she unleashed the floodgates of her own rage and anger, her own sorrow, her own withheld warrior spirit. She unleashed the animal within that she always held at bay –that she had always longed to release – even when she had been a human.

The poor alien didn't stand a chance against the metal maiden.

The last look on his face, after she had knocked him away and tore the iron spear from her midsection, was of horror.

He realized in his dying moment why the Decepticons had nicknamed her _Devil's Storm_ and _Angel of Death_. In the moments when she unleashed the floodgates of her warrior side, allowed the red blanket to cover her vision, she became like the howling winds and the lightening, the thunder and the dark clouds. She became the wet, striking rain that stung the skin and she became the screaming torrent that became the vortex of destruction. What amazed her even now, and her Decepticon _comrades_ even more, was the fact that she could control that bestial thing, that screaming banshee within her.

And perhaps that's what scared her more than the actual thing.

Soundwave struck the wrong cable as he welded something close in her midsection and she released a hiss. Her face twisted with it, changing from her impassive stare to one of accusation. Soundwave simply responded – in what her opinion was – his beautiful harmonic voice, "My apologies, Pandora." Then he went back to work, moving the welding torch elsewhere.

Pandora thumped her head back onto the examination berth, allowing herself another sigh again but this one of irritation. She allowed her features to soften as she locked her sapphire optics onto the wall, only to capture a glimpse of herself off of the reflection the shiny metal portrayed back at her. She studied her features, and noted the change of her paintjob. The different insignia emblazed onto the bottom part of the front piece to her motorcycle transformation, the same piece that served as her breast plate in robot mode. The purple Decepticon insignia glared back at her, its angled features and crowned points made all the more pronounced by the black glossomore shine that marked the parts of her body that had once been an emerald green when she stood on the Autobots side. The flame emblem on her right arm, just above her elbow, was still present though it had been repainted a bolder, fiercer red, orange, and yellow. Her sapphire optics landed last on her face, noting that little change had come there. She still had her soft red lips, the same young, white face...

But it was different now. Harder even though there were no lines to show it. She could see it in her optics. She'd become the dark thing that she had feared and locked away within the corridors of her mind when she was a child. That she had studied shyly when she had become a teenager, and began to earnestly converse with and get to know when she hit young adulthood, seeking to find a balance between both sides of her soul.

She wondered now, as she gazed upon her black figure, the purple insignia, recalling the alien that had ambushed her, and hundreds of other alien people she had slain in the course of Decepticon conquest, if she had perhaps done the wrong thing. If in seeking to find a balance in her life between both of her sides she had instead, when the Autobots had fallen and Megatron had spared her, allowing her the chance to join them, allowed that wilder, darker side of her too much power. Too much control.

Had she given it too much freedom?

She stared at her vague reflection in the glowing purple walls and recalled a time when a more innocent, more green face and body had stared back. When that Decepticon sigil had been instead red, shining out against her green plating, the honorable Autobot symbol.

* * *

She couldn't move. She had felt the blast from Starscream's null ray bite into the center of her back and she found herself crashing head first into the dirt. Her last words before the null ray silenced even her vocal processor were an indignity howl of rage. She hit the dirt, tasted it, and came to an abrupt stop, her entire body locking down for precious seconds. Seconds, she watched, traumatized, horrified, as Megatron glanced from her, a smile and a triumphant laugh echoing across the air, and then proceeded to rip into the still-living body of Optimus Prime. She wanted to scream, she wanted to cry, she wanted to tackle Megatron and proceed to beat the living daylights out of him, but she couldn't' do anything. She couldn't even move her fingers. 

The blue Transformer lifeblood, wires, cables, and other important Cybertronian physiology was ripped out from the great Autobots body and tossed heedlessly aside. She watched, traumatized, as the silver Decepticon commander broke through the threshold that housed the Matrix and tore it from Prime's chest, the Autobot himself having only enough energy left in him to groan in anguish.

Once the Matrix was securely in Megatron's hands the Decepticon commander knelt down and whispered something to the dieing Optimus Prime, who, she heard quite clearly from her position only a few feet away, spit out defiantly, "The Autobots…Megatron, will never fall!"

A grin creased Megatron's lip components for a moment as he stood up, Matrix in hand, staring back down upon Prime. The Autobot commander, with those final words, perished.

"We'll see about that Optimus Prime." Megatron muttered in his gravel-tone voice, then threw his crimson optics up to the rest of the Autobot and Decepticon forces continuing to battle on the slopes of Mt. St. Hilary. He held the Matrix aloft and boomed out with his impressive vocal unit, "Decepticons! Autobots! Hear me! I have slain Optimus Prime with my bare hands! The Matrix is now mine! Bow before me now Autobots, and maybe I will spare your lives!"

Phage threw her optics up into the hills and forested area, watching as the individual fighting came to a sudden halt.

"No! Optimus!" She heard Ironhide howl in despair, then saw as he began charging down out from the mountains, shouting, "Autobots! Attack!"

Megatron wasted him with his fusion cannon. Ironhide hit the ground, dead.

The tears stung at her optics as she continued to watch the events unfolding around her. Devastated by the deaths that had been dealt to them, the Autobots surrendered to the Decepticons. They had been fighting long into the day since before the crack of dawn. They were low on fuel, and as Huffer had seen fit to announce so many times before, they weren't warriors.

They surrendered.

Phage tried crunching her hands into fists and was much too pleased when she felt her fingers obeying her mental orders. She found her vocal unit beginning to work too, as she could begin to complain about her current dilemma, mainly with a pronounced growl.

She tried getting up, her attention focused mainly on Megatron and the Matrix. She had to somehow get it away from him, kill him or at least wound him. She had to drive the Decepticons off, make the Autobots fight again. The fate of Earth, of the human race, of all races across the universe, depended on it. She tried to stand, but her body was still partially locked down. The best she could achieve was to get up onto her hands and knees but she kept at it. The Decepticons had begun rounding up the Autobots and slapping energon cuffs onto their wrists. She crawled on hands and knees, gears grinding painfully within, trying to reach the silver Decepticon and the dull-glowing Matrix and get the remaining kinks out of her system. She had too–

Someone grabbed her arm from behind and hauled her to her feet as if she was nothing more than a rag doll, which was exactly about the way her body was reacting to the null ray. She came face to face with a grinning Starscream. With a quick shift he repositioned his arm around her midsection and squeezed her close to his slender frame.

"And where exactly do you think your going, my dear? Too weep over your poor leader's deceased carcass maybe? Ahahaha! …Not likely my little sweet." He grinned, forcing her face up to stare into his own grinning one. "You'll never see that scrap pile again, not after we melt him down for spare parts! But don't worry," he started, giving her a lewd look as he traced his optics up and down her curved frame. She contorted her face into disgust at the suggestiveness of that stare. "I'll make sure you don't suffer the same fate."

She shot Starscream the best 'death glare' she could summon and spat out between her teeth, "Why don't you weep over this, Starscream!"

She spat in his face and slammed her foot down on the arch of his foot, then elbowed him to his midsection. Without fail the Decepticon Seeker released her with a howl of pain and indignation. She took her chance. Her body was still warming up, but she didn't care.

Megatron had already began to turn around to discover the source of Starscream's latest problem when she retracted her duel energy-daggers from compartments on her wrists and lunged for him, with what she was sure was murder written all over her face.

She didn't even stand a chance. Even with her advantage of surprise.

He dropped the Matrix, and as a master of hand-to-hand combat with five-million years of experience under his belt, he masterfully grabbed her wrists as she made to plunge her ion daggers into his metal skin, turned her about and twisted her arms this way and that until she found his large bulging arms crushing her, back-first, against his chest plate and her arms crisscrossed in front of her. He played a game of 'uncle' with her curled fists, applying more and more pressure as she struggled to get free. She kicked and squirmed and uttered incomprensable words of rage as best as she could, but no matter what she did she couldn't get free. It was like trying to squeeze out from a boulder pinning you to a mountain. It just wasn't going to happen. Finally, unable to suffer the pain any longer, she dropped the daggers. As soon as they left her hands the blades fizzled out of existence.

"There, now." Megatron purred into her audio with a hint of a laugh towards the end of his words, "That wasn't that hard now was it?"

"Go screw yerself."

He applied more pressure to his crippling bear hug until she gave out a shout. "Watch your tongue, Autobot! If I wanted to I could kill you right now by crushing the very spark from your body! And there's no Optimus Prime to help you out now. Look, see, not even your fellow comrades will aid you."

She stopped struggling for the moment and cast her optics up into the mountains. To her disgust and surprise, Megatron was right. The Autobots weren't doing anything but staring at her with sad, pitiful optics. Even the ones that hadn't been cuffed yet just stood there, waiting their turn.

What the slagging hell?!

"Get your hands off of her Megatron! That fembot is mine! I claim her as my own spoils of war!"

"Your spoils Starscream?" Megatron chuckled, securing his crushing grasp on the wiggling femme once more as she shot Starscream a look of complete outrage. She squirmed, not really wanting to get away, but wanting to pound Starscream's face in for the comment. "You can't even keep a hold of her!"

"And you can? The commander of the Valkyries seems to be giving you your own bit of trouble, _mighty_ Megatron."

Absolutely outraged at being claimed over like some sort of piece of treasure, Phage paused for a second in her struggling, breathed in deep, took aim, and fired a large splat of lubracative logy directly into Starscream's face once again. The Seeker freaked and screamed out in disgust, swiping at his face to get rid of the gooey substance. Megatron started laughing long and deep, as did other Decepticons scattered across the battlefield.

That's when she took her shot and thrusted backwards with her foot, aiming for Megatron's codpiece. She nailed it and he let her go, his laughing becoming a gasp of shock as he bent over.

No sooner had he released her than she spun around, her face, as she could only imagine, glowing with the fires of Hell behind it, and punched him one good one to the chin.

He stumbled back and she lunged once again, screaming like some sort of half-crazed beast, but the silver mechaniod hadn't claimed his title as supreme ruler of the Decepticons for nothing. He recovered quickly, snapped out his left hand and grabbed her by her neck in mid lung. All in one fluid motion he used her momentum and turned on his heel, thrusting her down into the hard dirt. She'd hardly hit the ground, knocking the wind from her air filters, when she registered his dark figure coming down on her, his legs over her body and his large iron hands reaching for her. To say that a bit of her, even through her hysteria, hadn't jumped to her throat in fear would have been anything short of a lie. In the span of a nanosecond she was terrified, and remained that way, her fears and anxieties mixing with her rampaging wrath.

As he came down he straddled her. She tried making a hit on him again but failed miserably. He caught both her smaller hands and pinned them roughly above her head. He shoved her face down close to hers, hardly a hairs length away from touching nose to nose. Much to her added terror he wasn't angry, instead he seemed more amused and wheezed out between hot pumping breaths of air, "Heh, I admire your fighting spirit in the face of all odds, Phage, but continued resistance is futile. I would suggest you opt for the most rational course of action and surrender."

Despite the fear she held about how he had her pinned, a fear of being rapped, her anger won her over. She glowered back up at him and growled out through clenched teeth, **"Never! …**I'd sooner _**die**_!"

Megatron's response was not immediate in coming. He pulled his head back away from her, a look of surprise creasing his optics for a precious few seconds. She watched, unwavering in her promise, as his crimson optics jumped from her to something just above her and out of sight, then back to her again. The look quickly washed away and was replaced by a slight frown. "It seems you've picked up a few bad habits from Prime."

She didn't understand what that was supposed to mean and didn't rightly care. If he was trying to imply that she was as stubbornly noble as Optimus was than good. Because she was and she knew it.

Megatron inclined his head just an inch over his shoulder, his optics riveting as far as they could in Starscream's direction. The Seeker stood by, looking furious at the both of them, mostly at Phage. "You can't have her Starscream. I'm claiming her as mine."

Both Phage and Starscream were downright outraged, Starscream for having his prize taken from him and Phage for having the _Leader _of the_ Decepticons_, Optimus Prime's _assassinator_ laying claim to her. She was very much contemplating biting his nose off since she was virtually unable to do anything else at the moment.

"You can't –!"

"You can have any of the other female Autobots Starscream!" Megatron snapped at him, showing that he wasn't about to put up with Starscream's complaints, especially on this subject. "You can take Arcee, the small one, Bebop, I don't care! You can't have Phage." His crimson optics slowly reverted back onto her and the look that he gave her, the glint from his optics, triggered her anger to completely drain away and be over swarmed with a fear she'd never known before. "She's _**mine**_."

* * *

"You were a fool you know." 

Pandora blinked and fixed her optics onto Soundwave. He wasn't or hadn't even looked at her, at least she thought he hadn't. She could never tell with that damn mask and visor he wore. It was worse than Prime's. He just continued about his business of repairing her damage.

"Reading my mind are we." Pandora commented, not particularly caring one way or another. At least not now anyway.

Soundwave didn't reply.

She narrowed her optical ridges at him and fixed her stare elsewhere. Her face was impassive as she replied with a voice that was just a bit annoyed. "If I hadn't of attacked him would I be here now?"

Soundwave was silent again, but she felt his fingers pause momentarily as he worked. She fixed her optics back to him and waited to see if he would respond. He did. "No. I suppose you wouldn't. Megatron rather enjoys your…stubbornness."

"I'm more than aware." At that moment Pandora heard the doors to Medbay slide open and then close. She didn't bother to look over to see who had entered as her mind drifted back unbidden into the folds of time, recalling the countless hours she had spent in Megatron's company, trapped within a room apart from his for recharge only, and then enduring his company only when he was on a one of his campaign moods to slowly poison her mind with Decepticon propaganda. In the very beginning she had been high strung, stubborn, and told him exactly where he could shove his fusion cannon. He had responded only with a slight grin, and told her why he had sought out to form the Decepticons. He told her how the Autobots had been corrupted and backed it up with how he had been an energon miner working in hideous conditions. They didn't care about the people, they were just factors to them. Just factors, numbers, like how the American government had become. He told her story after story, each sounding so convincing, but she held firm. She wouldn't break, though she was bending. He always seemed to be able to read the doubt in her and he'd always press on. He continued his mind games for about four Earth months, that was when she cracked…

She felt bitter at herself for doing so, not so much because she became a Decepticon, but that she had snapped after only so little time. She was certain that Optimus, Ironhide, Jazz, or the others would have lasted longer, but then again she had never been interrogated in the normal sense. He never harmed her. He just talked to her. At first he talked to her about the Matrix and Optimus and the Primes, telling her what he knew about them and he kept questioning her about it. He had even brought the Matrix to her a couple of times, letting her see it. She didn't understand why but after a while he stopped that altogether and just talked about Cybertron and the Autobots and Decepticons, and the reasons behind the war. According to him he was 'stripping away' the propaganda that the Autobots had shoved into her head. He talked, and talked, and talked, he'd show proof, an old holo-vid, some news clip, and talk again. She was certain that she would have lasted longer only if he hadn't of gone and done what he had done…

* * *

"I don't understand why you refuse to believe me. Everything I'm telling you is the truth." He hovered back from her at an arms length away, his silver frame glowing softly against the dim lights in his personal quarters. He didn't even have his trademark fusion cannon on. Phage sat on his Transformer-sized couch against the farthest end from him with her arms crossed defiantly over her breastplate. The motorcycle wouldn't even look at him, though the twitch at the corner of her soft rosy lips told him that she was listening, albeit reluctantly. 

It was hard not to believe him. He had a tongue of silver and everything he said sounded so honest and heartfelt. If she hadn't known that this was Megatron the Slag-Maker she would have been inclined to believe him. The only response she gave him as an answer to his question, though it wasn't one, was a tart, "Bite me."

"Perhaps later." He almost smiled as she shot him a glare over her shoulder. Almost. From past experiences speaking with her he found out just how temperamental she could get, and how quickly. She wasn't like Optimus in the sense that he had a patience as enduring as a mountain, hers was about as short as hill with tall grass, grass that could be easily burnt. But she was just as stubborn. He didn't need to get her hot and edgy at the beginning of there session, so he decided to glide away from irritating her further, at least for the moment. "Have I given you a reason to distrust me?"

Phage glowered and slowly turned her head away, facing the wall. He heard the common reply that she had given him for a long while now. "You're a _Decepticon. _The Decepticon _Commander _at that."

"And? What–" He didn't get a chance to finish. She shot him a glare and added, "**AND**…" she boldly stated, glaring up the Pitts with her cold, blue stare before continuing on in hot whispers, "_You killed __**Optimus**_."

Megatron rolled his optics and began pacing the floor in front of her like a tiger stalking its prey. He held his black iron hands clasped behind his back, staring at her intently, reflectively. "Optimus again is it?" He let out a languished sigh and fixed his stubborn lady with a glare. "I'm beginning to think that there was more to you two than just the casual 'friends,' what with the way you keep bringing that scrapheap up."

Her glare deepened into one of scorn, and she sharply turned her attention away from him. She shifted her weight with her, tensing her arms across her breastplate even tighter and pressing herself further into the couch as if she wanted to disappear. Not that that was possible. Megatron had seen to it that her invisibility drive, as well as her weapons module, had been deactivated.

"For a '_scrapheap_' he sure gave you hell for _**five**__**million**_ years didn't he? That ol' so _noble_ mech of whom you claimed _yourself_ you could depend upon for his honorable streak."

Megatron grumbled and only slightly wondered went back to pacing, his blood-shot crimson optics never leaving her frailer and slender frame. "What's so horrible about Decepticons? Or me? Have I beaten you? Have I even chained you? Are you not sitting here before me, on my own sofa, in my own personal quarters, unchained? Even after that stunt you pulled when I allowed you to live here."

A slight smile creased the femme's white, flexi-metal face. Oh, she remembered that incident quite fondly, though it didn't amount to anything. The idiot had actually tried letting her live with him, the fool. The first chance she got she tried gutting him, not that he hadn't been expecting that. He hadn't even tried implementing that again. She guessed it was a test to see how much he could trust her, and he got his answer. As of up to that moment she was still living in a sort of Rec Room with Arcee, Bebop, Junebug, Minerva, and the other surviving Autobot femmes that had managed to keep their lives throughout what the Decepticons had come to dub the Great War. That was if their Decepticon 'husbands' didn't need them at the time.

Megatron's frown only deepened as she didn't even give him the curtsey of looking at him optic-to-optic. "_**Knock**_ off that smile or I'll send you right to Shockwave!" Her optics got big at that and she looked at him, a moment of doubt played over her face, wondering if he actually meant it. From the older femmes the Valkyrie Commander had heard of how Shockwave had been one of the leading forces to eradicate the femmes from Cybertron due to their 'illogical' existence. To add to that horror of his prejudice, he was the Decepticon equivalent of Wheeljack, just without the constant experiments blowing up.

Megatron smiled wickedly at her.

"You wouldn't dare." She breathed, optics narrowing. "You may be cold, but you're not heartless."

Megatron stopped pacing at that, an optical ridge rising at her. He looked stunned, but that quickly gave way to a self-satisfied smile. "And you question my word."

"I have right." She practically growled at him. She was tense again, pressed into her corner like a wounded prey. She felt so dark, so lonely… so abandoned.

"You have _**NONE**_!" He finally snapped at her, his own patience waning with her stubbornness. He took a step forward, causing the femme to flinch as he bent forward, his thick, bulky arms snapping to the walls either side of her, blocking off any escape. His formidable shadow fell over her first, followed immediately after by his face being pressed into hers. He was a good kissing distance away. She was afraid that he could see the fear that jumped into her sapphire optics. "_**YOU **_weren't _**THERE! **_You came into our war at the end! The _**END,**_ Phage! You don't know the events that set it into motion, even after I've told you, you deny my word! After the evidence I've shown you, you dismiss it as fakes! You swallow all that Autobot propaganda crap down like it was the last drops of energon in the universe!" He grabbed her face and held it firm, forcing her to look him in the optics. "You don't have any right to question my word. The Decepticons were a resistance movement, I punned the name as the Decepticon from the deceptions that the Autobots were putting on us, on our ability and drive to tear it apart and take what was rightfully _ours_!" He ended before he went into a fit, dragged back into the hardships of his youth.

She watched him, her optics wide and fearful. He studied her with soft optics for a few precious seconds, his hot breath playing against her fleix-metal face. She never even imagined what he would do next. Not in a million years.

He kissed her.

Phage's reaction was immediate. She could feel her walls shake and crumble and she jerked away, wrenching her head out of his grasp and hitting her head against the back of the couch in shock. Megatron stared at her then leaned in closer as if he was going to kiss her again. The femme tried pulling farther back into the couch, tried to disappear, tried to shrink her size, but that ability of hers had been disabled too. Absolute fear reflected in her optics, in the Valkyrie Commander's optics. She had faced down Insecticons and his own 'Cons as a human without fear, had faced her new life as an Autobot bravely, had gone into combat against his own femme Corp the Furies like a raging banshee, making him and his own war-hardened Decepticons look like boys at play. And she was scared by a simple kiss. Scared witless.

He didn't kiss her a second time. Instead he came close then pulled away. She watched, optics wide as he slipped away without a word and turned away, actually turned his back to her. In a normal state of mind she would have taken the opportunity to hurt him, or at least knock him down and try to escape. But escape where? She was frightened, absolutely terrified. Pain, she could handle that. Torture? Maybe. She didn't know. She'd never been put through it, but pain was pain. Her philosophy was that pain was passing in one form or other, through healing or death. But…a kiss? Romance. Dear god, her one true fear. Well, not really so much as romance, but rather the lusts and passions that derive from it, that make people crazy, illogical. The part of it that drives people to violence and rape.

She shook visibly as if she'd just suffered through the worst of the Decepticon tortures available. She pulled her knees up to her chin and hid her arms between her legs and chest. She watched the silver mech carefully, her attention fully alert to his every move, his every step, to even the sound of his internal gears whirling and clicking. She tried ignoring the tingling sensation that his kiss left on her lips, as well as his fingers digging into her face. If he turned back sharply to advance on her, to take her by violence, she didn't exactly know how she could help herself against his strength.

If he did rape her, or at least try, she'd rip out her spark. She would sooner die–

Megatron paused at the single door to his personal quarters and turned about. He had a rather…pleasant expression plastering his older face. "There's someone here to see you that might be able to convince you to the truth..."

Her optics locked with his, then flickered to the door as he unlocked it and then opened it using the control panel next to the door. Her mind screamed out Shockwave, that he hadn't been lying, that he was going to give her over to him to force her to change allegiance…

The mech entered into the room and her optics grew even larger, the largest she thought they'd ever been. Her mouth split open again and she uncurled from her protective shell, her rattled mind suddenly solid once more… at least for about two seconds.

"Mirage?"

The former Autobot spy looked at her shyly, a strip of guilt creasing his stylish silver and metallic blue face. "Hello, Phage. Doing well?"

She started for the familiar Autobot then froze dead in her tracks, pulling back into the soft comfort of the sofa, not that she noticed its comfort. In the place on the hood of his race car where the Autobot symbol normally was, was instead the Decepticon symbol. Mirage followed her gaze and then looked back into her confused optics, his golden optics glowing brighter for a moment more as he straightened up and advanced on her.

"Phage, look, I can explain…" He began, his 'I'm-better-than-you-voice' coming through even now, showing his 'upper-class' upbringing even in his moment of compassion and guilt. The emerald green femme jumped to her feet onto the sofa as if she expected to climb the walls to get away from the Autobot/Decepticon.

"You're a traitor…" She breathed hotly, her CPU collapsing into a whirl of confusion and fear. Her fists flexed and finally took on the shape of a fist. She masked her fear with anger and spat out a bit louder, sharper like she'd been speaking before Megatron kissed her, "Cliffjumper was right! You're a freakin' traitor!"

Mirage's optics locked on hers and he side-stepped the femme. She'd never seen such a calculating, grim expression on his face before.

It was a little freaky.

"Sit down." He ordered and she half-obeyed, more out of her inborn need to obey her elders, aided by her bewildered state, than anything else. He continued his stride and took a seat on the opposite end of the couch, watching her carefully.

"Traitor." She breathed hotly, her voice portraying her disbelief. "I thought… we trusted you…"

"Phage please, we're still friends right? Sit down and I'll explain."

Phage shook her head. Mirage was acting to calm to have been forced in here to do this. He really had to be a double agent. Shit. Shit!Shit!Shit! "Explain what? Why you've got the Decepticon symbol on you?" She squeaked that out. She was rattled and rattled bad. Megatron just stood by his door, watching in quiet expectation. The leader of the Valkyries tried moving along the wall off the couch, away from Mirage as if he were the Devil himself. Only she was then heading into Megatron's direction, and with or without his fusion cannon he was still than more her adversary. She was trapped.

Mirage sighed in exasperation and stood up. He threw his hands onto his hip plates and addressed the frightened femme squarely. "Yes Phage, I was a double-agent. I have been employed by Megatron to infiltrate the Autobot ranks for millennia's now."

Phage shook her head, interrupting him. "No. You can't be." She said, stunned. "You can't be one of them."

Mirage continued on, firm in his resolution. "I am. And have been. The Decepticons aren't the villains, Phage. Yes, they've killed a lot, but what about the Autobots? They've taken a lot of lives too. You have to listen to me Phage, I was there. I was part of the upper-circles. I knew what was going on, I knew about the corruption and whose hands to grease and whatnot. How do you think the Decepticons managed to take half of Cybertron in lightening-strike movements?" Phage continued shaking her head and bit the inside of her lip. She couldn't believe what she was hearing. And from Mirage. Her friend...

"They weren't corrupt." She said, her voice sounding haunted. Mirage seemed to know who she was talking about. She was talking about Optimus and the others, the chosen elite that had gone onboard the Ark. "Jazz, Bumblebee, Optimus, Wheeljack, Ratchet…God Mirage! They weren't evil!"

"No." The silver and blue mech said, shaking his head though his voice portrayed his mixture of grief. "They weren't. At least not as bad as their superiors. They had their flaws, but who doesn't? In the end they were fools. Gullible fools that listened to a rotten Council of Autobots. And Optimus was the biggest of them all. Like we'd always predicted, his compassion and naivety would be his downfall."

"Mirage…!"

"Forget them Phage!" Mirage said and stepped forward, sweeping one of her hands up into his bigger, bulkier ones. He locked optics with her and spoke, his voice pleading, "Renounce your allegiance. Save yourself. Optimus is dead. Ironhide is dead. The others…" he trailed off, his optics drifting from Megatron's frown and back again to hers. He squeezed her hand and said, softer, his voice full of concern, "Out of all of them you were always kind to me, Phage. You were my friend, you stood up for me, you were there for me. I'm trying to repay the favor now. Please, switch sides or else…" the double-agent's face played itself into one of pain and he sighed heavily. His optics flickered off-line for a second before coming back on, glowing dimly, sadly, as he looked on her. "Or else you'll suffer Optimus' fate. Please…" he said, noting her sickened look. "Change sides. Join us."

* * *

Pandora snapped out of her daydreaming as she noticed Soundwave's yellow visor flash and than look up. Only then did she recognize the heavy footfalls advancing on them and look over herself. The mech that had entered into Medbay was none other than Megatron himself, and upon catching sight of the two of them he made a bee-line trail across the room filled with the odd Decepticon here and there awaiting treatment from some minor battle wound given to them by their latest enemies. "Speak of the devil." Pandora lamented sarcastically. 

Megatron eyed her as he approached, the faintest shimmer of a grin touching his lip components. "I thought we had come to the conclusion of the subject that 'devil' is not under the list of titles given to me."

Pandora rolled her optics and looked away as he came to a stop before her examination berth. "That all depends on who you ask."

That faint smile finally touched a corner of his lips. "Well I see your well. When I had been informed that you had been injured in battle I had been led to believe it had been grave."

"And who told you that? Starscream? Ooh, he'd like that wouldn't he."

"Silence." Soundwave broke in, his harmonic speech taking on a high pitch as he spoke the word. Pandora and Megatron eyed him curiously as he went over and retrieved several grey metal flexi-bands that were similar to the ones on Pandora's waist. "You may converse with Pandora, Megatron, after she is discharged from Medbay. If you are here simply on visiting terms I demand that you leave." With his energon drenched hands Soundwave began inserting the metal bands around her waist.

Megatron stared at Soundwave for a moment, but his fiery crimson optics couldn't help but to drift down to Pandora's mid-drift, where her internal circuitry was exposed, if only for a brief moment. His optics than scanned up her body and rested on her face, where he found that she was watching him, her expression grim.

"Alright Soundwave. I'll leave. I simply came to check up on Pandora's actual condition." He locked optics with her and before Soundwave had a chance to protest, he bent down and kissed her lips hungrily. Pandora returned the gesture. She hadn't been with him or seen him in the flesh…err, metallic hide for about three Earth months now.

Soundwave stepped back and glowered upon them as only he could. They finally broke it off and Megatron pulled only a hairsbreadth away, his thump rubbing her cheek affectionately and muttered, "When you're discharged I expect to see you in my office. I want to know the details that landed you in this."

Pandora raised an optical ridge at him but held back the sarcastic remark that burned on the edge of her tongue. Instead, she responded with a casual, "Yes, Lord Megatron."

His optics grew darker with lust upon her words. He held her gaze for a moment more before he kissed her again, satisfied with what he had discovered. The second kiss was quick and brief and he pulled away, chuckling softly as she came with him. Megatron spared Soundwave one look before he turned about and took his leave.

Pandora knew that look all too well. She should after living with him for a thousand years now. There was going to be a bit more than just a routine debriefing that went on behind those closed doors, and she imagined that it was going to be rather enjoyable too, especially for him. He rather seemed to get a kick out of their unions when she wasn't up to par to compete with him in their foreplay.

Him and his kicks.

She didn't know why but the idea of them coupling this time seemed sour, disgraceful. She tore her gaze off of his retreating back to the purple ceiling overhead. She didn't even register as Soundwave went back to finishing up his work.

Something seemed…wrong. She didn't know why but something was misplaced. Her spark ached and at the same time felt empty. She hadn't felt that was for a long time and the sudden appearance of those emotions caused her to be a little weary. "Soundwave," she inquired, "I think you rerouted a wire wrong somewhere. I don't feel well."

The large blue Decepticon inclined his head in her direction ever so slightly and responded in his harmonic voice, "I disagree. Scans show that the repairs have gone off according to schedule. Everything is functioning well." He went back to his work of repairing the last of the damage then paused suddenly and looked back up to her bemused face. "Perhaps recounting your past memories has set you into a discomforted mood."

Pandora began chewing on her lip, trying to place why she felt so terrible all of a sudden. "Yes…yes I suppose that's it." She finally muttered out. Her optics roved back over to the reflective, purple wall and she took note of her reflection once again. She noticed her sleek, black frame and the purple Decepticon insignia, the only real changes her body had undergone in all these hundreds of years. "Don't know why I started thinking about…them."

Soundwave returned his attention back to the final repairs and began welding the final flexi-panels back into place over her feminine waist. "It never does you good when you think about him."

She looked at Soundwave at that, somewhat confused. "Him? What?"

"Optimus Prime."

Her mouth drew into a tight line at the mere mention of that name. She plopped her head back down onto the table, her optics locked onto her reflection. "I have no idea what you're talking about."

"Suit yourself." Soundwave supplied and stepped back, his job complete. He took a cloth from the nearby trolley and began cleaning off his hands. "Your to remain here overnight to allow your systems time to recover. In the meantime, I suggest you think about other things, Pandora. Thinking of the Autobots never does you any good."

She didn't even respond to him, just laid there continuing to look at her reflection in the wall. Soundwave saw past her grim expression, read her mind and understood her willingness to comply with his demand. Satisfied he wandered off to repair another Decepticon in the room.

Pandora was left alone with nothing but her reflection and her thoughts and memories as company. She felt ill, very ill, and didn't know why. She performed a systems check and found that there was nothing wrong with her body. Everything was in working condition. She fell then to reviewing the events of her life thus far and realized something. Since Optimus had perished a thousand years ago there had been a hole in her spark. A hole she had never been able to fill.

That was except for those small instances in which she was around the Matrix. Like when Megatron had dangled it in front of her during his odd interrogation, or when she was around it when she entered into the Matrix Room where Megatron had set up the Matrix, and of which he used now to power Cybertron and use it as a source of energy to propel it through the universe as a giant war world. And of which, from time to time, he would use to give life to new Decepticons.

Thinking of how he used the Autobots ancient artifact only got her angrier and even more ill. Her spark ached, her mind twirled and whirled with traitorous intentions, and Pandora thought. She thought long and hard.

Something wasn't right. What had Mirage meant when he had told her a thousand years ago that if she didn't convert to the Decepticon side then she would have been killed? Hadn't Megatron claimed her as his? If so, why would he kill her if she didn't willingly consent to become a Decepticon? He hadn't pressed that on the other femmes. Not Arcee, Junebug, Bebop, Minerva, Moonracer, Chromia, not any of them.

Something was very wrong here.

As she stared into her reflection Pandora, DevilsStorm, the Angel of Death, couldn't figure out what it was or why she felt so empty inside. She thought and thought, and thought some more until she finally realized in that instant that there was something wrong with her current lifestyle. This wasn't what she wanted. She had never wanted this. She never wanted to conquer peoples and their worlds. She had always dreamed of exploring them, tasting their societies, living in among them and then leaving. She had only wanted to explore the universe, roam it, not conquer it. She never wanted to conquer them, just visit them. What right did she have to _enslave_ alien races?

What had she become?

She realized then that she had fallen, that yes perhaps she had given that bestial thing within her to much power, to much freedom. It had taken her over even when she thought she had control. It had enslaved her without her even realizing it.

The Decepticons had enslaved her.

Megatron had enslaved her.

And Mirage had helped to finally break her in.

Her face hardened then, and the ugliness of it was shown back to her from her reflection on the wall. The emptiness in the pit of her spark burned and she realized what she had to do.

She had to reclaim herself. Her old self. She had to become Phage once again, not Pandora. Not the black beast before her, but the content, green Autobot she had once been.

Pandora/Phage felt terrible, awful, _stained_… She couldn't believe she had been blinded for so long. But she wouldn't take it anymore. Pandora had to be locked away, and locked away forever. Phage had to come back, out from the dark, chained corridors in her mind. She had to make up for the damage she had caused even if it meant her life. She had to stop Megatron from conquering any more worlds, she had get the remaining Autobot slaves together, respark their desire to battle. She had to disable the flying starship that had become Cybertron.

She had to steal the Matrix.

The pain and emptiness in her spark dimmed a bit at that thought.

Yes, she had to steal the Matrix. She had to hide it, get it away from him. She had to return it back to the Autobots, she had to get them back together.

She only just prayed that the remaining Autobots would take her back…

* * *

Awakening, Part 2, will be up as soon as I hammer out the details for the story! This was supposed to be a one-shot people, but it somehow turned into a two-parter! Just goes to show you that the writers aren't in charge of the story they write, the story is in charge of the writer!


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